Indenture Matters. The Company shall have furnished to the Trustee the resolutions, certificates and other documentation (and cash, if any) required to be delivered prior to or upon the issuance of the Bonds pursuant to the provisions of the Indenture. The Company shall have duly executed the Bonds and shall have requested the Trustee to authenticate, and the Trustee shall have duly authenticated, the Bonds pursuant to the Indenture. The Company shall be able to comply with all other conditions with respect to the authentication of the Bonds imposed by the Indenture. The Company shall have furnished to such Purchaser a copy of the Supplemental Indenture duly authorized, executed and delivered by the Company and the Trustee. The Company shall: (i) within 10 days after the Closing Date, deliver the Supplemental Indenture in recordable form to the appropriate real estate recording office in all jurisdictions specified in the Supplemental Indenture for recording and deliver to the office of the Secretary of State of the State of Michigan a UCC-1 financing statement relating to the Supplemental Indenture for filing in such office; and (ii) within 25 days after the Closing Date, deliver to such Purchaser a certificate signed by a Responsible Officer certifying that the actions required by the foregoing clause (i) have been taken. The Company shall further provide such Purchaser, as soon as it is available, a copy of the related opinion of counsel contemplated by Section 7.11(i) of the Indenture. To the extent not covered in the opinion described in the previous sentence, the Company shall also provide such Purchaser, concurrently with the furnishing of such opinion, a list of the recording information for all such filings.
Indenture Matters. None of the execution or delivery of this Agreement, the Indenture or the Bonds or the consummation of the transactions contemplated by this Agreement, the Indenture or the Bonds, including the issuance, sale or delivery of the Bonds, will require the qualification of the Indenture under the Trust Indenture Act. The Company has good and marketable title to all its important properties described in the Memorandum and to substantially all other real estate and property specifically described in the Indenture as subject to the Lien of the Indenture except (a) that released or retired in accordance with the provisions of the Indenture, (b) leased offices, garages and service buildings, (c) certain electric substations and gas regulator stations and other facilities erected on sites under leases, easements, permits or contractual arrangements, (d) certain pollution control facilities, which are subject to security interests granted to various municipalities and economic development corporations under installment sales contracts, (e) as to electric and gas transmission and distribution lines, many of such properties are constructed on rights-of-way by virtue of franchises or pursuant to easements only, and (f) as to certain gas storage fields, the Company’s interest in certain of the gas rights and rights of storage and other rights incidental thereto are in the nature of an easement or leasehold interest only. As of the Closing Date, the Indenture will constitute, as security for the Bonds, a valid direct first mortgage Lien on the real estate, property and franchises, subject only to excepted encumbrances as defined in the Indenture and except as otherwise expressly stated in the Indenture. The Indenture is effective to create the Lien intended to be created by the Indenture. Real estate, property or franchises in the State of Michigan described in the Indenture acquired after the Closing by the Company will become subject to the Lien of the Indenture, at the time of acquisition, subject to Liens existing thereon at the time of acquisition, and subject to excepted encumbrances, and subject to any necessary filing and recording before the intervention of any Lien not expressly excepted thereby, and subject to the qualification above with respect to the enforceability of the Indenture. The Bonds and all other obligations under this Agreement will be direct and secured obligations of the Company ranking pari passu as against the assets of the Company subject to t...
Indenture Matters. Parent and Target shall, and shall cause their respective Subsidiaries to, take all actions that are necessary or appropriate (as mutually agreed by Parent and Target) for Parent, Target and certain of their Subsidiaries, as applicable, to assume, guarantee or modify as appropriate the agreements governing the outstanding publicly held debt securities of Parent referred to in the Parent SEC Reports to avoid defaults thereunder. In particular, at or prior to the Effective Time, (i) Parent shall deliver to the trustee for Target’s 9 3/8% Senior Subordinated Notes due 2010 the supplemental indenture executed by Parent required by Section 8.1(a) of the related indenture, together with the Officers’ Certificate and Opinion of Counsel required by Sections 8.1(g) and 9.3 of such indenture; and (ii) Parent shall deliver to the trustee for Parent’s 8 3/4% Senior Subordinated Notes due 2012 the supplemental indenture executed by Parent required by Section 4.1 of the related indenture, together with the Officers’ Certificate and Opinion of Counsel required by Sections 4.1 and 9.6 of such indenture. For purposes of enabling Parent to comply with its obligations specified in clauses (i) and (ii) above, at or prior to the Effective Time, Target shall deliver to Parent, for redelivery to such respective trustees, an Opinion of Counsel, in form reasonably satisfactory to such trustees, to the effect that immediately prior to Effective Time no Default or Event of Default has occurred and is continuing under the indenture for the Target’s 9 3/8% Senior Subordinated Notes due 2010.
Indenture Matters. In the event that Parent elects to obtain a consent from the holders of outstanding notes under the Company Indenture to an amendment to Article V of the Company Indenture that would permit a wholly owned Subsidiary of Parent in the form of a limited liability company to merge with the Company and to be the surviving entity in such merger, which amendment shall be in a form reasonably satisfactory to the Company, (a) the Company shall use commercially reasonable efforts to assist Parent in obtaining such consent, (b) upon obtaining such consent, the parties shall cooperate in implementing an amendment to the Merger Agreement to reflect an amendment to the structure of the Mergers such that a wholly owned Subsidiary of Parent in the form of a limited liability company would merge with the Company and be the surviving entity in such merger and (c) Parent shall bear all expenses of Parent and the Company related to such actions referred to in this Section 5.14.
Indenture Matters. Illinova and Dynegy will, and will cause their respective Subsidiaries to, take all actions that are necessary or appropriate (as mutually agreed by Illinova and Dynegy) for Illinova, Dynegy and certain of their Subsidiaries, as applicable, to assume, guarantee or modify as appropriate the agreements governing the outstanding publicly held debt securities of Dynegy and Illinova referred to in the Dynegy SEC Reports and the Illinova SEC Reports and to avoid defaults thereunder.
Indenture Matters. Parent and the Surviving Corporation shall take all actions that are necessary or appropriate in order for Parent to assume by supplemental indenture the indenture for the Company's 4.75% Senior Convertible Notes due 2021 as contemplated by Section 4.11 of such indenture.
Indenture Matters. Parent and the Company shall, and shall cause their respective Subsidiaries to, take all actions that are reasonably necessary or appropriate in order for the Surviving Entity to succeed to, assume or modify, as the case may be, the indentures governing the outstanding publicly held debt securities of the Company referred to in the Company Reports in order to avoid defaults thereunder as a result of the consummation of the Merger.
Indenture Matters. The Indenture shall have been duly executed and delivered by the Company and the Trustee and the Notes shall have been duly executed and delivered by the Company and duly authenticated by the Trustee.
Indenture Matters. Parent shall take all actions that are reasonably necessary or appropriate, and Target shall cooperate with Parent, for Parent to comply with (i) the indentures governing Target’s 8 1/4% Senior Subordinated Notes due 2011 and its 6 3/4% Senior Subordinated Notes due 2014 and (ii) the indenture governing the notes described in item #4 of Section 4.4(c) of the Target Disclosure Letter (but only if such notes have been issued).
Indenture Matters. Notwithstanding anything to the contrary provided in this Agreement or in the Indenture, the Company shall not make any adjustments to the Conversion Rate (as defined in the Indenture) if the holder of the Note selects the Conversion Rate Adjustment Exception (as defined in the Indenture) by participating in any transaction described in Section 13.04 of the Indenture in lieu of such adjustment and (iii) for so long as SLG collectively Beneficially Owns at least 50% of the Notes Beneficially Owned by SLG immediately following the Closing, the Company shall not make any amendment of supplement to the Indenture or the Securities (as defined in the Indenture) of a type to which the first sentence of Section 10.02 of the Indenture applies, without the written consent of the Purchaser.
